Binder Jeffrey I Form 4 CLS Holdings USA / JEFFREY I BINDER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BINDER JEFFREY I

(Last) (First) (Middle)

11767 S DIXIE HWY

STE 115

(Street)

MIAMI FL 33156

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CLS Holdings USA, Inc. [ CLSH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/12/2018		M		3,971	A	$0.3125	6,852,679	D
Common Stock	03/12/2018		M		5,626	A	$0.3125	6,858,305	D
Common Stock	03/12/2018		M		34,784	A	$0.3125	6,893,089	D
Common Stock	03/12/2018		M		259,200	A	$0.3125	7,152,289	D
Common Stock	03/12/2018		M		395,622	A	$0.3125	7,547,911	D
Common Stock	03/12/2018		M		250,106	A	$0.3125	7,798,017	D
Common Stock	03/12/2018		M		132,192	A	$0.3125	7,930,209	D
Common Stock	03/12/2018		M		543,318	A	$0.3125	8,473,527	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Promissory Note	$0.3125	03/12/2018		M			$1,241(1)	01/12/2016	(2)	Common Stock	3,971	$0.3125	0	D
Convertible Promissory Note	$0.3125	03/12/2018		M			$1,758(1)	04/08/2016	(3)	Common Stock	5,626	$0.3125	0	D
Convertible Promissory Note	$0.3125	03/12/2018		M			$10,870(1)	07/20/2016	(4)	Common Stock	34,784	$0.3125	0	D
Convertible Promissory Note	$0.3125	03/12/2018		M			$81,000	03/31/2017	(5)	Common Stock	259,200	$0.3125	0	D
Convertible Promissory Note	$0.3125	03/12/2018		M			$123,632	08/23/2017	(6)	Common Stock	395,622	$0.3125	0	D
Convertible Promissory Note	$0.3125	03/12/2018		M			$78,158	08/23/2017	(6)	Common Stock	250,106	$0.3125	0	D
Convertible Promissory Note	$0.3125	03/12/2018		M			$41,310	10/09/2017	(7)	Common Stock	132,192	$0.3125	0	D
Convertible Promissory Note	$0.3125	03/12/2018		M			$169,787	01/05/2018	(8)	Common Stock	543,318	$0.3125	0	D

Explanation of Responses:

1. Represents conversion of remaining unpaid interest that accrued on a convertible promissory note that was converted on May 31, 2017.

2. The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on January 1, 2019.

3. The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on April 1, 2019.

4. The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on July 1, 2019.

5. The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on April 1, 2020.

6. The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on August 22, 2020.

7. The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on October 8, 2020.

8. The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on April 1, 2021.

	/s/ Jeffrey I. Binder	03/14/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.